CompanyFormationSerbia.com provides the necessary instruments for company incorporation in Serbia. Before starting a business, the investors must be aware of the types of companies they can open in Serbia.
Just like in any other European country, the investors who want to start a company in Serbia may choose any suitable form of business they want. There are the limited liability companies - private (d.o.o.) or public (a.d.) - and partnerships - general (o.d.) or limited (k.d.).
Companies in Serbia can be private or public, while the partnerships can be general or limited.
Serbian limited liability company (d.o.o.). This type of company is widely used for starting a business in Serbia. It is a legal entity where all the shareholders have a limited liability, based on their contributions and suitable for small and medium businesses is the private limited liability company in Serbia. The founders must provide a minimum share capital of 500 EUR and this type of entity cannot be formed by more than 50 shareholders. According to the Company Act in Serbia, all shareholders of a limited liability company are liable for its earnings and debts. The major decisions of the Serbian D.O.O. are taken by the general meeting of the shareholders, while the daily decisions and the strict control on observing the articles of association are handled by a director.
If the Serbian or foreign founders have a higher amount of money to invest in a business, they can incorporate a Serbianjoint stock company (A.D.). There are two types of joint stock companies in Serbia:
- closed joint stock companies (where the founders must provide a share capital of at least 10,000 EUR and cannot have more than 100 shareholders),
- open joint stock company (with a minimum share capital of 25,000 EUR and more than 100 shareholders). Only the stocks of the open joint stock company can be registered with the Stock Exchange in order to increase the capital. The major decisions are also taken by the general meeting of the shareholders, while the daily ones are taken by a board of directors, controlled by a supervisory board.
The Serbian general partnership is formed by two or more individuals or corporate bodies united under a partnership agreement and with a personality not separated from the one of the entity. No minimum share capital is necessary to run this business and the capital is usually stipulated in the partnership agreement. All the major decisions are taken by all the members and, in case of liquidation, the personal assets of the members are not protected.
A Serbian limited partnership (K.D.) is similar to the above type of partnership, but is has two types of members: ones with unlimited rights and liabilities in the entity, called general partners, and at least one partner with rights and liabilities limited by the contribution at the partnership’s capital. There is no minimum share capital request for starting this type of company in Serbia.
Incorporation procedure in Serbia
Preliminary actions. A Serbian legal entity is based on the constitutive documents called articles of association which contain all the internal regulations and entity details. The founders of a Serbian company must elaborate these documents and must make sure that the chosen name is not already used by another entity. The articles of association or the partnership agreement must contain the address of the head office, the main activities and objectives of the entity and the initial capital contribution (kept in a temporary bank account). This Memorandum of Association must be notarized at a basic court, at the Municipality or public notary.
Actual registration. The registration at the Serbian Trade Register must be made before starting any commercial activity. The incorporation is made by submitting an application via e-mail or by visiting the institution. The founder must fill the application for registration found on the Business Registration Agency website.
In the same time with the registration certificate issued by the Serbian Business Registration Agency, the founder will also obtain a registration number and code of Republic Statistical Agency (RSA), a registration certificate from the Pension Fund (PIO fund) and one from the Health Fund.
The registration with the tax authorities is necessary for obtaining a tax identification number and a VAT number. This process is free of charge and it is made by submitting a form downloaded from the official tax authority website.
If the entity will hire employees, it is mandatory to register those at the Employment Fund and, only after taking this step, the company may begin the processes specific to the business. Under the Law on Employment and Insurance in Case of Unemployment, any Serbian employer must submit application on vacancy for jobs with the National Employment Office.
Economy overview in Serbia
With a strategic position in the central part of the Balkans, Serbia has a very encouraging market strategy. Serbian workforce is highly educated and low cost.
Serbia has signed very attractive treaties with Western Balkans countries, USA, EU countries etc. It signed a free trade agreement with Russia, which allows access to over a 150 mil. consumers market. Special measures are taken to encourage foreign investors who want to establish subsidiaries in Serbia, like the special treatment granted for the entrepreneurs who invest in fixed assets, with a capital amount above 8 mil. Euros and hire more than 100 employees through the investment period.
These companies are not paying the corporate tax for a period of 10 years. Serbia also has the smallest corporate tax rate all over the Europe.
Double taxation treaties are signed with more than 50 countries. Serbia has become a candidate state to the European Union and specific measures are taken for reforming the state administration and public finances. Fiscal consolidation is another goal of the Serbian government, aimed at reforming state-owned enterprises (SOEs).
Call us now at + 381 11 322 7133 to set up an appointment with our company formation specialists in Belgrade, Serbia. Alternatively you can incorporate your company without traveling to Serbia.
As a Law Office Ristic & Partners client, you will benefit from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Serbia.